ESG Comparative Guide

1 Legal and enforcement framework

1.1 What regulatory regimes and codes of practice primarily govern environmental, social and governance (ESG) regulation and implementation in your jurisdiction?

The acronym 'ESG' is a collective term that does not refer to a single concept or field of law. This is equally true for the three individual topics to which the acronym refers: environmental, social and governance. These individual topics may be regulated in different domains of law (eg, public, criminal or civil law). As such, there is no single comprehensive ESG regulatory framework in the Netherlands, but rather a patchwork of laws, regulations and codes which touch on these topics and arise from international, European and Dutch law (including soft law instruments and case law).

International law: On an international level, the Netherlands is party to many treaties in relation to a variety of topics, including:

• human rights;
• humanitarian law;
• the environment; and
• climate change.

To name a few, the Netherlands is a party to:

• the European Convention for Human Rights;
• the International Covenant on Civil and Political Rights;
• the Paris Agreement;
• the Convention on Biological Diversity; and
• the Basel Convention on the Control of Transboundary Movements of Hazardous Wastes and their Disposal.

EU legislation: Relevant legislation from the European Union in the context of ESG includes:

• the EU Green Deal and the Fit for 55 Package – a set of EU laws aimed at:
• • reducing EU greenhouse gas emissions by at least 55% by 2030; and
  • putting the European Union on track to achieve climate neutrality by 2050;
• the Sustainable Finance Disclosure Regulation (2019/2088);
• the Corporate Sustainability Due Diligence Directive (CSDDD) (2024/1760);
• the Corporate Sustainable Reporting Directive (CSRD) (2022/2464);
• the Second Shareholders' Right Directive (2017/828);
• the Taxonomy Regulation (2020/852); and
• the Equal Pay Directive (2023/970).

The European Commission has also proposed legislative proposals, as part of the so-called 'Omnibus package', with the aim of simplifying rules to reduce the administrative burden for companies and boost competitiveness. As such, the European Commission proposes, among other things, to amend:

• the Taxonomy Regulation;
• the CSRD; and
• the CSDDD.

The European Council has agreed to the Stop-the-Clock Directive (2024/1760), which postpones the dates of application of the CSDDD and the CSRD. Both the CSDDD and the CSRD were in the process of being implemented in the Netherlands at the time of the adoption of the Stop-the-Clock Directive.

Dutch law: Examples of Dutch environmental legislation include:

• the Climate Act, which provides a framework for the development of policy aimed at the irreversible and gradual reduction of greenhouse gas emissions in the Netherlands in order to limit global warming and climate change in accordance with the EU Climate Law (Regulation (EU) 2021/1119); and
• the Environmental Protection Act, a critical statute which covers a broad range of environmental issues, including:
• • waste management;
  • emissions; and
  • conservation efforts.

The aim is to strike a balance between the utilisation and protection of the environment.

The Civil Code:

• contains various provisions on the protection of certain stakeholders (eg, consumers, employees and tenants); and
• implements EU directives in relation to consumer protection.

Furthermore, the general tort regime under Section 6:162 of the Civil Code can be used to claim damages if, for example, a societal duty of care or a statutory duty has been breached.

Certain provisions impose vicarious liability for economic activities which pose a certain threat to humans and health (eg, mining and the use of hazardous substances). ESG-disclosure obligations for large companies and public interest organisations are also contained in the Civil Code.

Employees enjoy further protection under the labour laws, including:

• the Working Conditions Act, which ensures that employers provide safe and healthy working conditions; and
• the Equal Treatment Act, which prohibits discrimination in the workplace based on factors such as gender, age, race or disability.

Also noteworthy is the Dutch social security system, which is based on legislation that ensures social safety in case of illness, unemployment or disability.

Relevant Dutch ESG soft law instruments include the following:

• The Corporate Governance Code: This contains principles and best practice provisions that promote good governance of listed companies. For instance:
• • Principle 1.1 ("Sustainable long-term value creation") stipulates that the board is responsible for the sustainable long-term value creation of the company and its affiliated enterprises, and to this end should:
  • • take into account the effects of the actions of the company and its affiliated enterprises on people and the environment; and
    • weigh the relevant interests of stakeholders; and
  • Principle 2.1.5 requires that companies that fall under the scope of the code have a diversity and inclusion policy in place.
• Banking Code: This consists of a set of voluntary principles and guidelines for banks operating in the Netherlands. It primarily promotes:
• • responsible banking practices and sound governance in the financial sector; and
  • the development of policies regarding sustainability and corporate social responsibility.
• Code for Sustainable Advertising (CSA): This code aims to ensure that:
• • sustainability claims in advertising are clear, specific and accurate; and
  • consumers are not misled.
• Guidelines for Sustainability Claims: These guidelines, prepared by the Netherlands Authority for Consumers & Markets (ACM), contain rules of thumb and practical examples to help companies formulate sustainability claims.

1.2 Is the ESG framework in your jurisdiction primarily based on hard (mandatory) law and regulation or soft (eg, 'comply or explain') codes of governance?

Please see question 1.1. There is a mix of hard and soft law.

1.3 Which bodies are responsible for implementing and enforcing the rules and codes that make up the ESG framework? What powers do they have?

Both EU and national bodies are responsible for the implementation and enforcement of the ESG legislation. Which bodies are responsible depends on:

• the relevant rules; and
• the subject matter involved.

The powers of public authorities vary from issuing guidance to imposing fines and penalties and depend, among other things, on the level of non-compliance.

Relevant European bodies include:

• the European Securities and Markets Authority;
• the European Commission;
• the European Banking Authority;
• the European Central Bank; and
• the European Insurance and Occupational Pensions Authority.

Examples of relevant Dutch administrative bodies responsible for the implementation and enforcement of ESG rules and codes include:

• the Human Environment and Transport Inspectorate, the Dutch Environmental Protection Agencies, municipalities and provinces which are responsible for the enforcement of environmental laws, including the Environmental Act;
• the Labour Inspectorate, which ensures compliance with the Working Conditions Act and enforces the labour laws;
• the ACM, which supervises compliance with consumer rights and competition rules;
• the Corporate Governance Code Monitoring Committee, which promotes the relevance and usability of the Corporate Governance Code; and
• the Advertising Code Committee, which renders non-binding opinions on compliance with the CSA, which can then give rise to civil proceedings (eg, Fossielvrij NL/KLM).

With the entry into force in January 2020 of the Act on Redress of Mass Damages in Collective Actions (WAMCA), allowing for the possibility to claim damages in collective actions, private enforcement through civil litigation plays an increasingly important role in enforcing ESG legislation and principles in the Netherlands.

1.4 What is the regulators' general approach to ESG and the enforcement of the ESG framework in your jurisdiction?

For years, the Netherlands has been progressive on the ESG front – exemplified not only by ground-breaking judgments such as the Supreme Court's Urgenda ruling (ECLI:NL: HR:2019:2006), but also by the approaches of the regulators, which proactively provide guidance and enforce the ESG framework. An example is the ACM, which has had sustainability as a focus area for several years now:

• It was the first competition authority to develop draft guidelines on sustainability agreements; and
• Other initiatives include its:
• • guidelines on sustainability claims; and
  • proactive investigations of companies' sustainability claims.

In July 2024, a right-wing government came into power in the Netherlands, announcing a more conservative approach to ESG matters. However, before it was able to make any major changes in this regard, the government collapsed in early June 2025.

1.5 What private sector initiatives have been launched in your jurisdiction to complement the ESG framework?

In the Netherlands, several private sector initiatives have been launched to complement the country's ESG framework. Examples include:

• industry-specific initiatives (eg, in 2023, the Dutch Banking Association launched the ESG Data Project with the aim of achieving greater transparency in terms of sustainability within the financial sector);
• mass claims and collective actions under the WAMCA, examples of which are outlined in question 6.4;
• protests (eg, farmers have protested against the government's plans to restrict livestock farming);
• certification and labelling initiatives (eg, Salacia Solutions was the first Dutch company to provide ISAE certificates for CSRD sustainability reports; and many Dutch companies are certified B corps); and
• sustainability networks and platforms (eg, MVO Nederland, Netwerk ESG).

2 Scope of application

2.1 Which entities are captured by the rules and codes that make up the principal elements of the ESG framework in your jurisdiction?

The entities captured by the rules and codes that make up the principal elements of the ESG framework in the Netherlands include a broad range of organisations, businesses and individuals, depending on the specific laws, regulations and standards that apply. For instance, the Environment Act applies to both businesses and individuals.

2.2 How are entities in your jurisdiction that are not subject to specific rules or codes implementing ESG?

As there is increasing awareness of the importance of adherence to ESG principles, many entities in the Netherlands that are not subject to specific rules or codes also often implement ESG principles and standards.

2.3 What are the principal ESG issues in your jurisdiction that are either part of the ESG framework or part of the implementation of ESG?

The main issues specific to the Netherlands include:

• nitrogen pollution;
• drought;
• flooding;
• the overloaded power grid;
• labour shortages in certain sectors such as healthcare;
• a lack of clarity on reporting obligations;
• rising housing prices; and
• PFAS.

3 Disclosure and transparency

3.1 What primary disclosure obligations relating to ESG apply in your jurisdiction?

The main ESG disclosure obligations stem from EU law, including the following:

• While the Omnibus package (see question 1.1) proposes the amendment of the Corporate Sustainable Reporting Directive (CSRD), the CSRD initially greatly expanded on the Non-Financial Reporting Directive (2014/95/EU) and requires large public interest companies to report on a wide range of ESG factors, including:
• • environmental issues such as carbon emissions, waste management and climate risks;
  • social factors such as employee rights, diversity and human rights in supply chains; and
  • governance issues such as board diversity, business ethics and anti-corruption measures.
• The Sustainable Finance Disclosure Regulation imposes ESG disclosure obligations on financial market participants such as asset managers, pension funds and other financial firms. These include the following:
• • Disclosure of sustainability risks: Companies must disclose how they integrate ESG risks into their investment processes.
  • Disclosure of sustainability impacts: Financial products must also disclose their ESG characteristics, such as the environmental or social impact of their investment choices.
  • Transparency of governance: Financial firms must disclose:
  • • how their investment decisions align with ESG criteria; and
    • whether they consider social and environmental risks in their decision-making processes.
• Under the Taxonomy Regulation, companies must disclose the proportion of their business activities that are aligned with environmental objectives (eg, climate change mitigation and adaptation). For companies in the financial sector, there are obligations to disclose how their activities or investments align with sustainable activities.
• In addition, there are industry or sector-specific disclosure obligations – for instance, those applicable to:
• • alternative investment fund managers under the Alternative Investment Fund Managers Directive (2011/61); and
  • (re)insurance undertakings under the Solvency II Directive (2009/138).

The main ESG disclosure obligations under Dutch law include the following:

• Article 2:391 of the Civil Code prescribes that large companies and public interest organisations (Article 2:398 of the Civil Code) must publish a management report which includes:
• • non-financial information if necessary for a good understanding of the development;
  • the results or the position of the legal entity and group companies; and
  • analysis of both financial and non-financial performance indicators, including environmental and personnel matters.
• The Corporate Governance Code further elaborates on the contents of the management report and states that the management boards of large companies and public interest organisations must develop a vision for sustainable long-term value creation. The management report should provide insight into the effects of the actions of the company on people and the environment by means of at least a qualitative description.

3.2 What voluntary ESG disclosures are also commonly made in your jurisdiction?

In the Netherlands, several voluntary ESG disclosures are commonly made by businesses in order to:

• align with global standards;
• enhance transparency; and
• demonstrate their commitment to sustainability.

These disclosures are typically made in addition to the mandatory reporting requirements. Below are some of the most common voluntary ESG disclosures that companies in the Netherlands make:

• Sustainable Development Goals reporting;
• publication of human rights reports;
• the implementation of the CSRD (prior to its entry into force) and the accompanying European Sustainability Reporting Standards;
• climate-related disclosures (Task Force on Climate-related Financial Disclosures);
• the Global Reporting Initiative (GRI);
• carbon footprint disclosures (Carbon Disclosure Project);
• B corporation certification reporting;
• ISO 26000 social responsibility; and
• ethical supply chain reporting.

3.3 What role is played in this regard by (a) the board and (b) other corporate bodies and/or officers?

In companies established under Dutch law, the board of directors is responsible for the management of the company (Articles 2:129–2:239 of the Civil Code) and therefore needs to take into account:

• environmental aspects of the business (eg, climate and environment);
• social aspects (human rights, diversity and inclusion); and
• governance aspects (compliance and anti-corruption).

The board has primary responsibility for ensuring that the company adopts a comprehensive and compliant ESG strategy. In this regard, pursuant to the Corporate Governance Code, the board of directors is responsible for developing a strategy for long-term sustainable value creation.

Relevant responsibilities of the board include:

• implementation, enforcement, monitoring and evaluation of the ESG strategy;
• risk management;
• stakeholder management;
• strategic oversight; and
• ESG disclosures (Article 2:391 of the Civil Code stipulates that, where applicable, disclosures regarding non-financial indicators – such as personnel and environmental matters – must be included in the management report.

More and more companies have a chief sustainability officer. In some cases, the chief sustainability officer is a board member.

If the company has a supervisory board, the supervisory board is charged with the supervision of the board's policy and of the general state of affairs within the company (Articles 2:140(2)–2:250(2) of the Civil Code). As such, the supervisory board also supervises the sustainability aspects of the business, though it may assign this task to a sustainability committee. According to Article 1.1.2 of the Corporate Governance Code, the board of directors must involve the supervisory board as soon as possible when defining the strategy. The supervisory board is also responsible for monitoring the board's ESG reporting obligations (which apply to large companies and public interest organisations pursuant to Article 2:391 of the Civil Code).

The general meeting of shareholders holds certain powers through which it can indirectly influence the strategy, such as:

• the power to appoint and dismiss:
• • the members of the board of the directors (Articles 2:132–2:242 and 2:134–2:244 of the Civil Code); and
  • (the majority of) the members of the supervisory board (Articles 2:142(1)–2:252(1) of the Civil Code); and
• the power to amend the articles of association (Articles 2:121–2:231 of the Civil Code).

In the case of public companies, the general meeting must approve certain board decisions. Hence, the Corporate Governance Code acknowledges the role of the general meeting of shareholders as crucial in establishing checks and balances within companies.

3.4 What best practices should be considered in relation to ESG reporting and disclosure?

Best practices for ESG reporting and disclosure include the following:

• Identify key ESG risks.
• Ensure the quality of the data.
• Set clear, achievable targets and key performance indicators.
• Integrate ESG into the core business strategy and decision-making.
• Ensure stakeholder engagement.
• Ensure that disclosures are clear, accurate and aligned with global standards.
• Ensure oversight.
• Monitor ESG issues.
• Be transparent about challenges and limitations.

4 Strategy and governance

4.1 How is ESG strategy typically designed and implemented in companies in your jurisdiction?

Generally, the development of ESG strategy starts by:

• investigating the current situation;
• setting targets; and
• setting key performance indicators (KPIs) in order to ensure that progress is measurable.

On the basis of monitoring and regular reporting, it can be determined whether and to what extent the strategy requires adjustment.

4.2 What role is played in this regard by (a) the board and (b) other corporate bodies and/or officers?

See question 3.3.

4.3 What mechanisms are typically utilised to monitor the implementation of ESG strategy in your jurisdiction?

In the Netherlands, the implementation of ESG strategies is typically monitored through a combination of internal and external mechanisms. Companies publish annual ESG reports. Third-party audits validate these reports, providing independent assurance on their accuracy. ESG committees within boards and senior executives oversee strategy, while KPIs are used to track specific targets such as carbon emissions or supply chain sustainability.

Stakeholder engagement also plays a crucial role in monitoring ESG strategy. Dutch companies often gather feedback from employees, customers and investors through surveys and consultations. Regulatory bodies such as the Authority for the Financial Markets and De Nederlandsche Bank (the central bank of the Netherlands) ensure compliance with financial and ESG reporting standards.

4.4 What role is played in this regard by (a) the board and (b) other corporate bodies and/or officers?

See question 3.3.

4.5 How is executive compensation typically aligned with ESG strategy in your jurisdiction?

In the Netherlands, executive compensation is increasingly being aligned with ESG strategies as companies recognise the importance of sustainability for long-term value creation. Generally, executive compensation comprises both a fixed part and a variable part. Many Dutch companies integrate ESG-related metrics into executive performance targets and bonus structures to encourage executives to prioritise sustainable business practices.

The Corporate Governance Code stipulates that the remuneration policy for board members should:

• encourage long-term sustainable value creation; and
• not encourage board members to act in their own interests.

Neither the Civil Code nor the Corporate Governance Code expressly limits executive compensation. However, in some cases, executive compensation is limited by industry-specific legislation, such as:

• the Act on Standards for the Remuneration of Senior Officials in the Public and Semi-public Sector; or
• the Act on the Remuneration Policy for Financial Companies.

Large and medium-sized private companies and public limited companies must disclose the total compensation of their board members in their annual accounts (Article 2:383(1) of the Civil Code). In the case of open public limited companies, Articles 2:383c–283e of the Civil Code stipulate that the compensation of individual members of the board of directors and the supervisory board should be disclosed.

Furthermore, the Corporate Governance Code encourages companies to adopt incentive plans that align with sustainability goals, promoting decisions that benefit the company, stakeholders and society over time. Additionally, shareholder influence and stakeholder pressure are significant in driving this alignment, as investors increasingly demand that companies focus on ESG criteria when compensating executives.

4.6 What best practices should be considered in relation to the design and implementation of ESG strategy?

To design and implement an effective ESG strategy, companies should integrate ESG goals and compliance with ESG laws into their core business strategy, ensuring alignment with long-term objectives. Setting clear, measurable targets and regularly reporting progress are essential for transparency. The commitment of the board and executives is crucial and aligning executive compensation with ESG performance helps to incentivise results. Engaging stakeholders, fostering a culture of sustainability and focusing on ESG risk management are also key. Additionally, companies must continuously adapt their strategy as new challenges and opportunities emerge.

5 Financing

5.1 What is the general approach of lenders towards ESG in your jurisdiction? What internal and external information regarding a prospective borrower will they typically consider in this regard?

In the Netherlands, ESG criteria are increasingly important in the assessment processes of lenders. Companies scoring higher on these criteria are often afforded more attractive financing conditions.

Lenders often require ESG related information from companies, including in relation to their:

• environmental footprint;
• governance structure;
• social impact;
• ESG strategy; and
• ESG reports.

Also, lenders are increasingly offering ESG-products (eg, loans, bonds), such as:

• products focused on improving and accelerating the borrower's ESG results; and
• products for environmentally friendly projects, including solar and wind farms.

5.2 Are bonds/loans that are marketed as green bonds/loans, social bonds/loans, sustainability bonds/loans or similar a feature of the markets in your jurisdiction?

Yes, the Netherlands is at the forefront of the European Union when it comes to green bonds. Social and sustainability-linked bonds are also increasingly a feature of the Dutch market.

5.3 What key developments have taken place in the structuring of these instruments in your jurisdiction?

These include:

• the development and use of guidelines and best practices, such as:
• • the Green Bond Principles;
  • the Social Bond Principles;
  • the Sustainability Bond Guidelines; and
  • the Sustainability-Linked Bond Principles;
• the development of regulatory frameworks, such as:
• • the EU Green Bond Standard;
  • the EU Social Bond Standard; and
  • the EU Taxonomy;
• improved transparency through green and social bond indices and listings, tracking the performance of sustainable bonds, by using third-party verification, among other things; and
• government support and policy initiatives which foster the growth of sustainable bonds in the market.

5.4 What best practices should be considered in relation to ESG in the financing context?

Best practices include:

• compliance with national and EU regulations;
• adherence to established standards and frameworks;
• third-party verification;
• inclusive and diverse stakeholder engagement; and
• transparency.

6 ESG activism

6.1 What role do institutional investors and other activist shareholders play in shaping ESG in your jurisdiction?

In the Netherlands, institutional investors and activist shareholders are increasingly influencing ESG practices. Institutional investors (pension funds) have used their substantial financial assets to encourage companies to integrate sustainable practices and improve ESG transparency. Shareholder activism is regularly seen, for example, at shareholders' meetings – particularly at big companies (eg, recently, Ahold). Also, organisations such as Extinction Rebellion, Fossielvrij and Milieudefensie are regularly active around shareholders' meetings.

6.2 How do activist shareholders typically seek to exert influence on corporations in your jurisdiction in relation to ESG?

The ways in which activists may try to exert influence on companies in the Netherlands include:

• shareholder proposals and voting;
• engagement and dialogue;
• public campaigns and media pressure;
• support for regulatory change;
• sending formal letters to the board; and
• litigation – especially since the Act on Collective Damages in Collective Actions (WAMCA) became effective as of January 2020.

6.3 Which areas of ESG are shareholders currently focused on?

Shareholders currently focus primarily on environmental and social issues.

6.4 Have there been any high-profile instances of ESG activism in recent years?

There have been several high-profile cases of ESG activism in the Netherlands in recent years, including the following.

ESG litigation: Due to its collective action landscape, the Netherlands has always been an important jurisdiction for ESG litigation. Examples of recent judgments include the following:

• Greenpeace/Dutch State: On 22 January 2025, the District Court of The Hague ruled in proceedings initiated by Stichting Greenpeace Nederland that the state was acting unlawfully by:
• • not preventing the deterioration of nitrogen-sensitive nature in a timely manner; and
  • not meeting the legal nitrogen targets set for the end of 2025 (and very probably not meeting them by the end of 2030) (ECLI:NL: RBDHA:2025:578).
• Milieudefensie et al/Shell: Milieudefensie and various other non-governmental organisations claimed that Shell had a societal duty of care to reduce its emissions by 2030 by 45% compared to 2019. In first instance, the District Court of The Hague ruled in favour of Milieudefensie et al. On 12 November 2024, the Court of Appeal of The Hague overturned the district court's decision and rejected the claims (ECLI:NL: GHDHA:2024:2099). In its decision, the court of appeal:
• • confirmed that protection against dangerous climate change is a human right; and
  • ruled that companies such as Shell must take action against dangerous climate change by limiting carbon dioxide emissions.
• However, this duty of care does not constitute an obligation for Shell to reduce its carbon dioxide emissions by a specific percentage. Milieudefensie has appealed to the Supreme Court. Noteworthy is the court of appeal's obiter dictum in which it pointed out that the societal duty of care may require producers of fossil fuels also to take into account the negative consequences of a further expansion of the supply of fossil fuels for the energy transition. The court of appeal noted that Shell's planned investments in new oil and gas fields may be at odds with this but indicated that it did not have to answer this question in this specific case.
• Milieudefense/Shell II: Inspired by the obiter dictum of the Court of Appeal of The Hague, Milieudefensie has also started a new case against Shell in relation to its new oil and gas fields.
• Greenpeace/Dutch State: In January 2024, Stichting Greenpeace Nederland, as representative of the population of Bonaire, and eight individual claimants initiated a WAMCA action against the Dutch state. In this collective action, the claimants claimed, among other things, that the state should be ordered to take all necessary measures to:
• • protect Bonaire and its residents against the consequences of climate change; and
  • limit emissions from the Dutch territory more quickly.
• On 25 September 2024, the District Court of The Hague found Greenpeace admissible in its claims, while ruling at the same time that the individual claimants did not have standing because, in essence, their interests were already represented by Greenpeace as the representative organisation (ECLI:NL: RBDHA:2024:14834).
• Fossielvrij/KLM: On 20 March 2024, the Amsterdam District Court ruled in proceedings initiated by interest organisation Stichting Fossielvrij against airline KLM that KLM's campaign at issue contained misleading environmental claims (ECLI:NL: RBAMS:2024:1512).
• Urgenda/Dutch State: In its judgment of 20 December 2019, the Supreme Court confirmed the order of the District Court of The Hague (which had also been upheld by the Court of Appeal of The Hague) that the Dutch state must reduce greenhouse gases by the end of 2020 by at least 25% compared to 1990 (ECLI:NL: HR:2019:2007). Urgenda's claim was recognised on the basis of Article 2 of the European Convention on Human Rights (ECHR) (right to life) and Article 8 of the ECHR (right to private life).
• FNV/Uber: This case primarily concerned prejudicial questions to the Supreme Court regarding the concept of 'entrepreneurship' within the framework for assessing whether an agreement qualifies as an employment contract, as set out by the Supreme Court in its Deliveroo judgment of 24 March 2023 (ECLI:NL: HR:2023:443). On 21 February 2025, the Supreme Court ruled that it is possible that, if the (possible) entrepreneurship of a worker is not taken into account, the agreement concluded between this worker and their client/employer qualifies as an employment contract; whereas if that (possible) entrepreneurship is taken into account, the same agreement does not qualify as an employment contract. As a result, it may be the case that the employment relationship with regard to exactly the same work performed for the same client/employer by one worker (who is not an entrepreneur) is classified differently from the employment relationship with regard to the same work performed by another worker (who is an entrepreneur). The Supreme Court also decided that the assessment of whether the person performing the work behaves or can behave in economic traffic as an entrepreneur, as referred to in the third sentence of paragraph 3.2.5 of the Deliveroo judgment, also takes into account circumstances that do not arise in the relationship between the person performing the work and the client/employer governed by the agreement to be classified.
• Teleperformance Netherlands/Employee: In its judgment of 13 September 2024, the Supreme Court upheld the judgment of the Court of Appeal of The Hague that a period of 10 minutes between mandatory attendance at work and the start of the shift was considered paid working time.

In the last few months, several new cases have been filed, including:

• Milieudefensie v ING, in relation to ING's climate policy (vereniging-milieudefensie-tegen-ing-groep-nv-en-ing-bank-nv-dagvaarding.pdf); and
• Several Interest Organisations v Dutch State, in relation to PFAS pollution (District Court of The Hague, 12 March 2025, ECLI:NL: RBDHA:2025:3488).

ESG shareholder activism: Examples of high-profile cases of ESG shareholder activism in the Netherlands in recent years include the following:

• Follow This and Shell (2021): Activist shareholder group Follow This has been pushing Shell to adopt more ambitious climate goals. It submitted shareholder proposals demanding that Shell aligns its business strategy with the Paris Agreement. In 2021, Follow This took legal action after Shell's shareholders rejected a climate-related proposal.
• ABP's divestment from fossil fuels (2021): ABP, one of the world's largest pension funds, decided to divest from fossil fuels in 2021. This decision reflected the growing trend of institutional investors taking a more active stance on climate change and sustainable investing. ABP's shift to invest in green and sustainable assets was a significant move in the Dutch institutional investment landscape, reflecting the growing influence of ESG principles. Several other large Dutch pension funds subsequently also decided to stop investing in fossil fuels.

6.5 Is ESG activism increasing or decreasing in your jurisdiction? How and why?

See question 6.1.

7 Other stakeholders and rights holders

7.1 What role do stakeholders or rights holders (eg, employees, pensioners, creditors, customers, suppliers, and Indigenous communities) play in shaping ESG in your jurisdiction? What influence can they exert on a company?

Stakeholders such as employees, creditors, customers and suppliers play a significant role in shaping ESG practices in the Netherlands – for example:

• employees, through unions and internal advocacy;
• creditors, by offering financing tied to ESG performance; and
• customers, through their purchasing decisions.

8 Trends and predictions

8.1 How would you describe the current ESG landscape and prevailing trends in your jurisdiction? Are any new developments anticipated in the next 12 months, including any proposed legislative reforms?

For a long time, the Netherlands has been at the forefront of ESG litigation, demonstrated by groundbreaking cases such as:

• Urgenda/Dutch State (Supreme Court, 20 December 2019, ECLI:NLHR:2019:2006);
• Milieudefensie/Shell (Court of Appeal of The Hague, 12 November 2024, ECLI:NL: GHDHA:2024:2099); and
• Fossielvrij/KLM (District Court of Amsterdam, 20 March 2024, ECLI:NL: RBAMS:2024:1512).

This is still the case, as recently filed lawsuits confirm. We are also aware of several ESG claims that will be filed in the coming year.

The Act on Redress of Mass Damages in Collective Actions (WAMCA) regime is currently being evaluated, with a first report – focused on general interest collective actions – expected in mid-2025. We anticipate that procedural changes may be made following the recommendations provided by the reports.

In the near future, new European legislation will come into force and must be implemented. Examples include:

• the Omnibus package (see question 1.1); and
• the Green Claims Directive.

Furthermore, the European Anti-SLAPP Directive (2024/1069), which entered into force on 6 May 2024 and aims to protect persons who engage in public participation from manifestly unfounded claims or abusive court proceedings, must be transposed into national law by May 2026.

9 Tips and traps

9.1 What are your top tips for effective ESG implementation in your jurisdiction and what potential sticking points would you highlight?

Top tips include the following:

• Appoint a chief sustainability officer.
• Align with European and national regulations: Stay ahead of regulations such as the Corporate Sustainability Reporting Directive and the Corporate Sustainability Due Diligence Directive and the implementation thereof.
• Prepare a protocol: Be prepared for how to deal with violations (of third parties).
• Focus on transparent and accurate reporting: Ensure that ESG disclosures are verifiable and aligned with standards.
• Prioritise supply chain due diligence: Implement systems to assess and mitigate risks across your supply chain, especially related to human rights and environmental impact.
• Leverage innovation and technology: Invest in:
• • sustainable technologies;
  • green products; and
  • renewable energy solutions.
• Engage stakeholders effectively: Regularly consult key stakeholders such as employees, investors, customers and communities to align your ESG efforts with their values and concerns.
• Promote a culture of sustainability within the organisation: Launch internal training and programmes to educate employees on ESG principles and foster participation in sustainability initiatives.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.